Fuse Medical, Inc NT 10-K, filed Apr 3, 2023
Fuse Medical, Inc. (FZMD)
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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 |
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FORM 12b-25 |
SEC FILE NUMBER |
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NOTIFICATION OF LATE FILING |
CUSIP NUMBER |
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(Check one): |
☑ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN |
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☐ Form N-CSR |
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For Period Ended: |
December 31, 2022 |
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Transition Report on Form 10-K |
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Transition Report on Form 20-F |
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Transition Report on Form 11-K |
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Transition Report on Form 10-Q |
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For the Transition Period Ended: |
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Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Fuse Medical, Inc.
Full Name of Registrant
Former Name if Applicable
1565 North Central Expressway, Suite 200
Address of Principal Executive Office (Street and Number)
Richardson, TX 75080
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
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SEC 1344 (06-19) |
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Due to unforeseen circumstances, we were unable to complete the necessary procedures and preparations required to file our annual report on time. Specifically, our new auditors identified certain accounting estimates that required further investigation and review, which has contributed to the delay in filing. We are diligently working to complete the necessary procedures and file our annual report as soon as possible. We anticipate filing the report within the extension period provided by the SEC.
PART IV — OTHER INFORMATION
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(1) |
Name and telephone number of person to contact in regard to this notification |
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Lawrence S. Yellin, CFO |
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(972) |
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331-5881 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☑ No ☐ |
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(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
Yes ☑ No ☐
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Fuse Medical, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date |
March 31, 2023 |
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By |
Lawrence S. Yellin, CFO |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
GENERAL INSTRUCTIONS
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1. |
This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934. |
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2. |
One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files. |
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3. |
A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered. |
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4. |
Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification. |
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5. |
Interactive data submissions. This form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter). |
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Part IV - Other Information
Item 3 - Disclosure of Other Significant Information
In addition to the information provided in Part III of this Form 12b-25, we would like to disclose the following significant information regarding our business operations:
For the year ended December 31, 2022 and 2021, the Company has determined the earnings threshold as detailed in the CPM Acquisition Agreement was not met and therefore no payments for either the base or bonus Earn-Out tranches would be achieved, based on the Company’s 2022 and 2021 financial performance.
The Earn-Out was remeasured to fair value under the probability weighted income approach. As a result, the fair value of the Earn-Out liability was decreased by $4,108,134 from $11,593,832 to $7,485,698 in 2022 and decreased by $342,168 from $11,936,000 to $11,593,832 in 2021 and reflected as “Change in fair value of contingent purchase consideration” on our Consolidated Financial Statements. |
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For the Year Ended December 31, 2022 |
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% of Total Revenues 2022 |
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For the Year Ended December 31, 2021 |
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% of Total Revenues 2021 |
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Net revenues |
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18,644,784 |
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100% |
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20,414,268 |
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100.0% |
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Cost of revenues |
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7,103,033 |
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38% |
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8,478,561 |
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42% |
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Gross profit |
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11,541,751 |
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62% |
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11,935,707 |
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58% |
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Operating expenses |
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Selling, general, administrative, and other |
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6,537,382 |
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35% |
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7,013,297 |
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34% |
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Commissions |
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5,682,038 |
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30% |
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7,050,278 |
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35% |
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Depreciation and amortization |
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137,403 |
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1% |
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67,638 |
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0% |
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Total operating expenses |
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12,356,823 |
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66% |
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14,131,213 |
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69% |
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Operating loss |
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(815,072 |
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-4% |
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(2,195,506 |
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-11% |
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Other income (expense): |
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0% |
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Change in fair value of contingent purchase consideration |
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4,108,134 |
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22% |
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342,168 |
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2% |
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Interest expense |
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(171,295 |
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-1% |
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(78,230 |
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0% |
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Gain on Payroll Protection Program Loan extinguishment |
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- |
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0% |
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361,400 |
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-1% |
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Total other income (expense) |
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3,936,839 |
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21% |
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625,338 |
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3% |
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Operating loss before income tax |
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3,121,767 |
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17% |
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(1,570,168 |
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-8% |
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Income tax expense |
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23,655 |
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0% |
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17,723 |
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0% |
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Net Income (loss) |
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$ |
3,098,112 |
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17% |
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(1,587,891 |
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-8% |
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